November 26, 2023
This OpenLaws Subscription Agreement (“Agreement”) is between the customer named on the ordering document (“Customer”) and OpenLaws PBC (“OpenLaws”) and contains the terms and conditions governing Customer’s access to and use of (i) the OpenLaws web application (“Web Application”); (ii) the OpenLaws data files (“Content”); (iii) any OpenLaws APIs, specifications or related development materials (“Development Materials”); and/or (iv) any other OpenLaws services or materials made available to Customer (collectively with the Web Application, the Content, and the Development Materials, “Services”), in each case as specified in the applicable ordering document (“Order Form”). This Agreement is effective on the earlier of (i) the date the Customer signs the Order Form; (ii) the date Customer assents to this Agreement by clicking “I Accept;” or (iii) the date Customer begins using any of the Services (“Effective Date”). An individual who takes any of the foregoing actions on behalf of an entity (such as that individual’s employer) represents that he or she has the legal authority to bind that entity.
Services.
1.1 Rights Granted. The specific type of license provided to Customer will be set forth in the Order Form along with the specific use case for the license, if applicable.
(a) Content License. Subject to Customer’s compliance with this Agreement, OpenLaws grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the OpenLaws Content for Customer’s internal research purposes during the applicable subscription term set forth in the Order Form (“Subscription Term”).
(b) Development License. Subject to Customer’s compliance with this Agreement, OpenLaws grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable right, during the Subscription Term, to (i) integrate the Services into an application owned by Customer (“Customer Application”), and (ii) internally use the Development Materials solely to facilitate the interoperability of the Customer Application with the Services in accordance with this Agreement.
1.2 Changes to Services. The Services and the Development Materials, as well as the features and functionality of the Services, may be enhanced, updated, withdrawn, reorganized, combined or otherwise changed by OpenLaws without notice.
1.3 Ownership. As between the parties, all right, title and interest (including all copyrights, trademarks and other intellectual property rights) in the Content, Services and Development Materials belongs to OpenLaws or its third-party suppliers. Except as stated in this Agreement, OpenLaws does not grant Customer any rights to patents, copyrights, trade secrets, trademarks, or any other rights related to the Services. OpenLaws reserves all rights not granted under this Agreement.
Account. In order to access the Services, Customer must create an account (“Account”). Customer represents that all information it provides when registering for its Account is correct, current and complete. Customer must not share passwords or other credentials and agrees to keep all such information confidential. Customer is responsible for all activity occurring under its Account regardless of whether or not such activity was authorized. Customer agrees to notify OpenLaws immediately if it becomes aware of any unauthorized access to or use of its Account.
Customer Data.
3.1 “Customer Data” means any information that is submitted to the Services (such as search queries) by or on behalf of either Customer or its users of the Customer Application (“End User(s)”). Customer grants OpenLaws a non-exclusive, worldwide, royalty-free license to use, copy, transmit, sublicense, index and store Customer Data (i) to the extent necessary to perform its obligations under this Agreement; and (ii) to develop, modify, improve, support and operate the Services. OpenLaws may also collect and use deidentified usage information to develop, modify, improve, support and operate the Services.
3.2 Privacy Notice. OpenLaws’ privacy notice is set forth at https://openlaws.us/privacy and describes how OpenLaws collects, processes and uses personal information.
Customer Applications.
4.1 Responsibility for Customer Applications. Customer is solely responsible, for the content, development, operation, support and maintenance of Customer Applications.
4.2 Support. As between the parties, Customer is solely responsible for providing all support and technical assistance to its End Users.
4.3 Customer Application Terms of Service. The terms of service for the Customer Application are between the applicable End User and Customer. OpenLaws is not a party to such terms.
4.4 Customer Application Collection of Personal Data. Customer’s collection, use, or processing of personal information through the Customer Application must comply with all applicable privacy laws and regulations. Customer must post an easily accessible privacy notice from within the Customer Application which clearly describes Customer’s practices for collecting, using and processing End User personal information, and will comply with such privacy notice.
Restrictions Customer must not, and must not assist or encourage any third party to (i) use the Services in violation of applicable laws, rules, or regulations; (ii) access or use the Services or Content via mechanical, programmatic, robotic, scripted or other automated means, or by any means other than the interface provided with the Services; (iii) use any data mining, web scraping, web harvesting, web data extraction or similar data gathering and extraction methods to extract data from the Services, including data scraping for machine learning or other purposes; (iv) distribute, publish or allow access or linking to the Services from any location or source other than the Customer Application; (v) use, or allow third parties to use, the Services, or any Content, data, output, or other information received or derived from the Services, to directly or indirectly create, train, test, or otherwise improve any machine learning algorithm or artificial intelligence system that mimics or performs any function substantially similar to any function contained in the Services; (vi) use the Services in a way that infringes, misappropriates or violates the intellectual property rights, privacy rights or proprietary interests of OpenLaws or any third party; (vii) remove or obscure the OpenLaws’ trademarks, logos, copyright notices or other notices contained in the Services or Content; (viii) create a Customer Application that does not add significant functionality or features beyond the Services, Content or Developer Materials provided to Customer by OpenLaws; (ix) use the API or the Services in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage; (x) download or store Content as a searchable database or construct a database or dataset using Content; (xi) provide any inaccurate data or information to OpenLaws, or provide data or information to OpenLaws without having all of the rights necessary to do so; (xii) circumvent any access or use restrictions put into place to prevent certain uses of the Services; (xiii) offer any part of the Services or Content for commercial resale or commercial redistribution, copy, modify, host, stream, sublicense, or resell the Services, except as expressly permitted in Section 1.1(b) of this Agreement; (xiv) introduce any malicious or harmful code, viruses, Trojan horses, worm, time bombs, cancelbots or other malware into the Services; (xv) offer, use, or permit the use of or access to the Services in a computer services business, third-party outsourcing service, on a service bureau basis, on a time sharing basis, as a part of a hosted service, or on behalf of any third party; (xvi) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (xvii) attempt to disable, impair, or destroy the Services; (xviii) impersonate any person or entity, or falsely state or otherwise misrepresent Customer’s affiliation with a person or entity; or (xix) use the Services if Customer is a Financial Services Company, where “Financial Services Company” means a company whose primary business is financial services or lending activities.
Confidentiality.
6.1 Definition. “Confidential Information” means non-public or proprietary information about a disclosing party’s business related to technical, commercial, financial, employee, or planning information that is disclosed by the disclosing party to the other party in connection with this Agreement, and (i) is identified in writing as confidential at the time of disclosure; or (ii) is by its nature confidential or the receiving party knows, or ought reasonably to know, is confidential. Confidential Information does not include information that (a) has become public knowledge through no fault of the receiving party; (b) was known to the receiving party, free of any confidentiality obligations, before its disclosure by the disclosing party; (c) becomes known to the receiving party, free of any confidentiality obligations, from a source other than the disclosing party; or (d) is independently developed by the receiving party without use of Confidential Information.
6.2 Confidentiality Obligations. The receiving party will treat Confidential Information with reasonable care and disclose it only on a need-to-know basis or as permitted under this Agreement. The receiving party will only use Confidential Information for the purposes of performing its obligations or as permitted under this Agreement. Notwithstanding the foregoing, a receiving party may disclose Confidential Information (i) if approved by the other party in writing; or (ii) if required by law or regulation, provided that the receiving party first provides the disclosing party with reasonable advance notice of such compelled disclosure in order to allow the disclosing party to seek a protective order.
Fees, Payment and Taxes.
7.1 Delivery. Content is deemed to be delivered and accepted by Customer on the date such Content is made available for electronic download. Other Services are deemed to be delivered and accepted by Customer on the subscription start date set forth in the Order Form.
7.2 Fees. Fees are set forth in the Order Form.
7.3 Payment. Payments must be made in United States dollars in accordance with the payment terms set forth in the Order Form. Unless expressly stated to the contrary in this Agreement of the Order Form, all payments must be made in United States Dollars within thirty (30) days of the invoice date and are non-refundable and non-cancelable. Any amounts due under this Agreement which remain unpaid more than thirty (30) calendar days after the due date are subject to a late payment charge of the lower of one-and one-half percent (1.5%) per month or the highest interest rate permitted by applicable law.
7.4 Taxes. Fees exclude any and all applicable sales, use and other taxes, other than taxes based on OpenLaws’ income. If all or any part of any payment owed to OpenLaws under this Agreement is withheld, based upon a claim that such withholding is required pursuant to applicable tax laws, the payment to OpenLaws shall be increased by the amount necessary to result in a net payment to OpenLaws of the amount set forth in the Order Form.
Warranties and Disclaimer.
8.1 Warranty. Each party represents and warrants that it is authorized to enter this Agreement.
8.2 Disclaimer. EXCEPT AS OTHERWISE PROVIDED IN SECTION 8.1, THE SERVICES, CONTENT AND DEVELOPMENT MATERIALS ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS AND OPENLAWS AND ITS THIRD-PARTY SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. OPENLAWS DOES NOT WARRANT THAT THE SERVICES, DEVELOPMENT MATERIALS OR CONTENT ARE ACCURATE OR ERROR-FREE OR THAT THEIR USE WILL BE UNINTERRUPTED.
Customer Indemnity. Customer will defend, indemnify, and hold harmless OpenLaws, its affiliates, and its and their personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to (i) the Customer Application, including, without limitation, any claims brought against OpenLaws by any End User relating to the Customer Application; (ii) Customer’s breach of any provision of this Agreement or violation of applicable law; or (iii) Customer’s violation of OpenLaws’ intellectual property rights in the Content, Services or Developer Materials.
Limits of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OPENLAWS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY CLAIMING THROUGH CUSTOMER, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, OR RELATING TO THE ACCESS OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE SERVICES, CONTENT OR DEVELOPMENT MATERIALS, INCLUDING BUT NOT LIMITED TO THE LOSS OF USE OF THE SERVICES, CONTENT OR DEVELOPMENT MATERIALS, INACCURATE RESULTS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR DAMAGES STEMMING FROM LOSS OR CORRUPTION OF DATA OR DATA BEING RENDERED INACCURATE, THE COST OF RECOVERING ANY DATA, THE COSTS OF SUBSTITUTE SERVICES, EVEN IF OPENLAWS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OPENLAWS’ MAXIMUM LIABILITY TO CUSTOMER OR ANY THIRD PARTY CLAIMING THROUGH CUSTOMER FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AGGREGATE OF THE FEES PAID OR PAYABLE UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THIS LIMIT.
Term, Termination and Suspension.
11.1 Term and Termination. This Agreement is effective as of the Effective Date and will remain in effect until terminated under this Section 11. Either party may terminate this Agreement upon fifteen (15) days’ prior written notice for the other party’s material breach if such breach remains uncured at the expiration of the fifteen (15) day notice period. OpenLaws may terminate this Agreement immediately if required to do so due to changes in relationships with third party technology providers outside of OpenLaws’ control, or to comply with law or government requests.
11.2 Effect of Termination. Upon termination Customer must stop accessing and using the Services and Content. The following sections survive termination: 1.3, 4, 5, 6, 7, 8.2, 9, 10, 11, 12 and 13.
11.3 Throttling and Suspension. OpenLaws may suspend access to the Services for scheduled or emergency maintenance. OpenLaws may throttle, block, suspend or otherwise limit Customer’s access to or use of some or all of the Services if (i) Customer’s usage exceeds any limits specified in the Order Form; (ii) Customer violates any of the restrictions in Section 5; (iii) Customer’s use poses a security risk to OpenLaws or any third party; (iv) OpenLaws suspects that Customer’s use is fraudulent or could subject OpenLaws or any third party to liability; or (v) Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
Governing Law and Venue. This Agreement is governed by the laws of the State of California, without regard to conflict of laws principles. Both parties agree that any claims must be litigated in the state and federal courts located in Irvine, California, however OpenLaws may seek injunctive remedies in any court of competent jurisdiction regardless of where it is located.
Miscellaneous.
13.1 Notice to California Residents. If Customer is a California resident, in accordance with Cal. Civ. Code §1789.3, Customer may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
13.2 Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
13.3 Customer Purchase Orders. Any terms or conditions in Customer’s purchase order or related document submitted by Customer to OpenLaws do not form part of this Agreement and are void, unless expressly agreed to in writing and signed by both Customer and OpenLaws.
13.4 No Legal Services. The Services are not, nor are they intended to be, legal, accounting, financial or other professional advice or a substitute for advice of an attorney, accountant or any other professional. The Services and the Content are intended only to provide general information and are not intended to be, and should not be, relied upon as legal advice. OpenLaws shall not be liable to Customer, End Users, or any third party, and shall be held harmless for any errors or omissions in the Services. Customer assumes all risks and liabilities in relying on the Services or Content, or enabling or inducing a third party to do so through the Customer Application or otherwise. Customer must, and must require its End Users to, retain a lawyer in situations where legal advice is required. No attorney-client relationship exists or shall be deemed to exist between Customer or any End User and OpenLaws.
13.5 Notice. Any notice or other communication under this Agreement given by either party to the other party must be in writing and will be effective upon delivery as follows: (a) if to Customer, (i) when delivered via registered mail, return receipt requested, to the address specified in the Order Form or otherwise on record for Customer; or (ii) when sent via email to the email address specified in the Order Form or otherwise on record for Customer; and (b) if to OpenLaws, when sent via registered mail, return receipt requested, to 2082 Michelson Drive, Suite 100, Irvine, CA 92612, Attn: Legal Department, or such other address which OpenLaws may specify from time to time, with a copy to [email protected].
13.6 Assignment and Delegation. Customer may not assign or delegate any rights or obligations under this Agreement, including in connection with a change of control. Any purported assignment and delegation shall be null and void. OpenLaws may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.
13.7 Feedback Customer may, at its option, choose to provide OpenLaws with ideas, suggestions, proposals, or bug or crash reports for the Services ("Feedback"). Customer agrees that OpenLaws is free to use such Feedback for any purpose whatsoever, including by incorporation into the Services, without any payment or attribution or other obligation to Customer.
13.8 Severability. If a provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
13.9 Publicity. During the term of this Agreement, OpenLaws will be permitted to publicly list Customer as a customer of OpenLaws, and Customer grants OpenLaws the right to use its name and logo for such promotional and marketing purposes. Upon OpenLaws’ prior written request, Customer will cooperate with OpenLaws to prepare a written description of Customer’s use of the Services, Content and/or Developer Materials which OpenLaws may use for marketing purposes. OpenLaws will comply with any brand usage guidelines provided to it by Customer with respect to the use of Customer’s trademarks and logos.
13.10 Government Rights. If Customer is a U.S. government entity, or if the Agreement is or becomes subject to the Federal Acquisition Regulations (FAR), then the Services provided under this Agreement are “Commercial Product(s) or Commercial Service(s)”, as those terms are defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” and services related thereto, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through §227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Federal Government End Users (A) only as Commercial Products and Services; and (B) with only those rights as are granted to all other end users pursuant to this Agreement. Unpublished rights are reserved under the laws of the United States.
13.11 Trade Compliance In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control.
13.12 Force Majeure. Neither party is liable to the other party or deemed to have breached this Agreement for any failure or delay in performing its obligations if and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control, including but not limited to acts of nature, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
13.13 Entire Agreement. This Agreement, including all Order Forms, constitutes the entire understanding of the parties with respect to the Services and supersedes all prior and contemporaneous understandings and agreements of the parties regarding the Services.
13.14 Counterparts. This Agreement and any Order Forms may be executed in counterparts, all of which together constitute a single agreement and any one of which is deemed an original. A scanned copy of a signed counterpart or an electronic signature will be treated as an original.